The Shadow of the Confederacy
by Spearforce
Summary: What if the Confederacy had won the war? My first FanFiction upload!
1. Chapter 1: Lord Tyranus

**Chapter One: Lord Tyranus**

(Author's note: This story ignores events that take place in the "Star Wars: The Clone Wars" series currently running on Cartoon Network, and instead follows events depicted in more established cannon. The only major difference between this and the established expanded universe is that Ventress Washington not abandoned by Dooku during the battle of Boz Pity, but rather escaped with him and continued to serve him as his apprentice and assassin.)

_The plant Kaon, Dooku's castle_

The room was completely bare, circular in shape, and only dimly little by lights periodically placed around the circumference of the room. Dooku sat in the center of the room, legs crossed and eyes closed, deep in meditation. Though not as powerful as his master, Darth Sidious, Count Dooku was capable of receiving Force visions of things not yet real. Now he called upon that exact power in an attempt to foresee the best move to make after the Operation: Coruscant. The operation itself was still six months in the future, but Dooku preferred to have things planned out as far into the future as he could. His master, known for exactness in plans, had been surprisingly vague as to what he expected the outcome of the operation to be, and what Dooku would be doing next. So Dooku took it upon himself to discover the answer.  
He focused, allowing the Dark Side to flow through him and guide him down the twisted and constantly changing paths of the future. He turned his gaze towards the upcoming battle, and then he looked beyond without bothering with the battle's outcome and found... nothing. Emptiness. A Void that spanned from the battle's end to as far into the future as he could sense. His brow subconsciously furrowed in confusion, and he began retracing his steps through time, looking for the cause of the void...  
He was disturbed by the brush of his apprentice's mind, a clear indicator that Asajj Ventress had landed on the planet. Her presence also confused him, though this was a confusion he hid. Pushing his curiosity about the void in the future he had sensed aside, he rested himself in a much lighter stage of meditation and awaited her approach.

Asajj Ventress was not given to feelings of fear or even nervousness, but she felt both now as she moved toward her destiny. Two things rested on the forefront of her mind- she needed Dooku to fully except her as his apprentice so she may become a true Sith, and Dooku would never do that so long as he resided in Sidious' shadow. So she had to convince him to come out of it.  
It wouldn't be easy. Dooku, likely due to his upbringing in the cursed Jedi Order, still felt a sense of loyalty to his master, and could never seem to find it within himself to betray him. So it was obvious he would need persuasion. Ventress believed she knew exactly what he needed to hear to force him into action... but if she was wrong, it would mean her life. Such was the way of things.  
She reached the doors of Dooku's private meditation chamber and moved for the chime to announce her presence, but the door slid open before she reached it. "Enter, Ventress." The resounding and commanding voice of her master promptly followed the opening of the door. Of course he would know I'm here. She thought, rebuking herself slightly for forgetting, even for a moment, just who- and what- she was dealing with. Stealing herself, she entered the room.  
"You are troubled. Speak." Dooku hadn't moved from his position in the center of the room... he hadn't even opened his eyes. Asajj had to brace herself again for just what she had planned on saying.  
"Kill Sidious." There. She'd said it. Not as she had intended, admittedly, but she had said it. And gotten Dooku's attention, too, for his eyes popped open and focused on her, narrowing as they did so. She pressed on before he killed her outright. "You have grown powerful under his teachings, but only to a point. He uses you like he is using this Confederacy, keeping you only powerful enough to further his plans. When his plans come to fruition, he will have no further use for you."  
Dooku's eyes narrowed further, but he made no move to rise or lash out with his Force Lightning. Rather, he seemed to be considering what she said. After a moment, he spoke. "He needs me to continue the Legacy of the Sith. He cannot simply dispose of me as he plans to do with this war."  
He hadn't killed her. He had engaged her! This was a victory in of itself. She pressed her attack, suddenly feeling as though she was in the most fearsome lightsaber duel of her life. "Master, you are the face of the Confederacy. How can he do anything but kill you?"  
Dooku's mind fled back to the void he had sensed in his future. It had happened after the Battle of Coruscant... perhaps he sensed nothing after that because Sidious disposed of him sometime during the battle? Dooku, despite himself, considered the notion. Sidious didn't need him. He was a placeholder... he had always suspected such, but dismissed the notion. Now, however, he gave it more serious thought.  
Yes... as Sidious was currently trying to arrange things, his life would end during Operation: Coruscant, whereupon Sidious would begin training a new apprentice, who would become the new Legacy of the Sith. The more he thought about it, the more convinced he came that this was true, meaning counter-measures would have to be taken. But he would have to be careful. He would have to be so very careful. If he wasn't... things would end rather abruptly for him.  
Dooku pulled himself from his musings and looked back to Asajj. "I suppose you wish to continue your apprenticeship to me in exchange for this revelation."  
Asajj bowed low. "Only if you see fit, my lord."  
She remained in that bowed position as Dooku rose and ignited his lightsaber. The glowing blade moved to within an inch of her shoulder and then stopped. "Then rise, Darth Nightstalker, Dark Lady of the Sith."

Over the course of the next six months, Dooku began slowly hatching his own plan. A some strategic redeployment of the Droid Army, careful hiding of the Separatist leaders, and a few well-placed lies enabled Dooku to plan the end of the Clone Wars... but a very different ending then the one envisioned by his master.

_Confederate Space, command bridge of the Invisible Hand_

General Grievous, Supreme Commander of the Droid Army of the Confederacy, watched the droids running his ship with a critical eye, waiting for even the slightest mistake to be make so he would have something to lash out at. For you see, the general was frustrated. The Clone Wars were not going well, and he had been on the defencive for too long. He needed to attack.  
Count Dooku assured him that they would be moving soon, but he concealed just what that meant. So Grievous was stuck, waiting. He hated waiting.  
A B-1 class Battle Droid moved up to Grievous' command station and came to attention. "Sir, we have a incoming transmission from Count Dooku." It reported in it's synthesised voice.  
"Finally." Grievous said, moving quickly over to the holoprojector nearest his station. Punching in the proper code to allow for incoming transmissions and stepped back as the form of Count Dooku flickered to life. "My lord." Grievous greeted, bowing.  
"General, the time has come. Prepare a task force- your target is Kamino. Execute the attack at your earliest convenience."  
Grievous bowed again. "It will be out finest hour, my lord." The image died, but Grievous remained where he was for a few moments more. Kamino was one of the most fortified worlds of the Republic, their version of Genonosis. Ironic, really- the chief military factory of the Confederacy lay on a desert world and churned out fighting machines, while the chief military factory of the Republic lay on a flooded, constantly raining world that churned out clone soldiers. Complete opposites, serving the exact same purpose.  
He shook his head. Enough musing! Time to work. The Confederacy had made attempts at Kamino before, and failed rather miserably. But they had learned from those failures, and Grievous believed he know knew just the sized task force to do the job. Confident in his choice, he began issuing orders to the droids.

_Coruscant, Supreme Chancellor Palpatine's exterior office_

Mace Windu and the four Jedi with him- Master Shaak-Ti, Master Kit Fisto, Master Agen Kolar, and Master Saesee Tiin, along with a hand-picked squadron of Republic ARC Troopers all paused outside the doors to Palpatine's personal office. The Jedi all exchanged a glance- the place reeked of the Dark Side in a way never before. It was almost palatable... whatever doubts they had held before were gone. Obvious their anonymous tip had been correct, and the Sith Lord they had been searching for was meeting with the Chancellor.  
The troopers also exchanged a glance among themselves, but for different reasons. They hadn't exactly been told what they were going to be doing, only that the Jedi needed them to serve as back-up in a matter of utmost importance to the safety of the Republic. So along they came, prepared for the worst. After all, anything that required the attention of five Jedi Masters would be well beyond the scope of your average trooper, and even most ARC's. But then, they weren't just any ARC squad. They were the 501's ARC squad. And they were loaded for Acklay.  
With a nod from Master Windu, one of the clone's moved forward and opened the door to the inner office...  
And a dark robed figure with a red lightsaber flew out of the office and attacked the Jedi. The clones all dove for cover and began setting up a firing circle, planning on catching whatever-this-was in a ring of blue blaster fire. The dark figure jumped about crazily, lightsaber a blur of motion. Master Fisto fell almost as soon as the doors were opened, and Master Kolar followed less then a second behind him. Master Tiin lasted only slightly longer before he was cut down, leaving only Master Windu and Master Shaak-Ti. At some point in the mayhem, the attacker's hood had fallen down, revealing the robed Sith for who he really was- the Supreme Chancellor! The clones all held their fire, too confused and conflicted to do anything.  
The Jedi, however, had no such reservations. Master Shaak-Ti attempted to press an offencive, but failed and was forced backwards by the sheer mastery of her opposite. She would have joined Master Fisto and company on the floor if not for Master Windu's intervention.  
"Go! Warn the Council!" He shouted at her before resuming his own attack. She nodded without hesitation. In less then a minute, this Sith had killed three masters. Only Yoda or Windu stood any sort of chance against him. Besides, the Clone's were still there. They would help.

Back and forth, the duel ranged, and the Clone's stayed safely out of the way, not doing anything to assist either side. This Sith's lightsaber craft was strong, but so was Windu's. Tapping into the Seventh Form, Windu began to gain ground. Faster and faster the two blades moved, violent red against regal purple, and slowly but surely the purple blade gained the advantage. Finally, in one furious, Force-charged moved, Mace Windu disarmed his Sith opposite.  
"By the authority of the Republic, you are under arrest, Chancellor." Windu stated, keeping his lightsaber level with the Chancellor and breathing heavily.  
Chancellor Palpatine sneered at Windu, a look of such utter contempt and malice it was almost a physical blow. "No! Nooo!" He turned to the Clones standing around. "Execute Order 66!"  
Windu paused for just a moment, confused, when the felt the warning of the force and spun around, lightsaber moving to intercept a blaster bolt fired by... his own troops! More followed the first, and within seconds the room was full of blasterfire as the ARC's used all their training and equipment to bring down their former general.  
Seeing Windu's lightsaber occupied, Palpatine made the most of the opportunity and unleashed his Force Lightning, hitting Windu full in the back and killing him. The Clone Troopers rushed forward, stepping over the smoking body of the Jedi. "Are you all right, my lord?"  
Palpatine nodded. "I have been betrayed." He seethed. Dooku had betrayed him and managed to reveal his secret. He looked to the Clones. "Spread the word. Every Jedi is now an enemy of the Republic and must be hunted down and executed. You must move quickly, Commander... they will soon learn of their failure here, and then they will attack openly and in force."  
"They won't have the time." The Trooper said grimly before hurrying off to follow his new orders.


	2. Chapter 2: The Choices of One

**Chapter Two: The Choices of One**

_Republic Fleet orbiting Tythe, just after the battle_

"Somethings wrong. I sense a trap." Obi-Wan Kenobi looked carefully at the Republic fleet above him. The sense of danger seemed to emanate from there, but everything looked fine...

"I don't sense anything." Came the voice of the recently-knighted Snaking Skywalker. "I am getting a priority one transmission from the Chancellor, though, so I'll see you at Coruscant!"

"Copy that." Obi-Wan dimly, still wary. He dimly noted the change in his former apprentice's mood; something about Coruscant lifted his dark spirits, and he was apparently eager to go. Obi-Wan shrugged the thought away as he moved to dock his ship aboard the Valiant. Whatever he was sensing was close, but in the future- the near future, but the future none-the-less.

His ship touched down in the docking bay with a light bounce, and Obi-Want hopped out to be instantly greeted by Clone Commander Cody.

"Sir, we're receiving a distress signal from Kamino, urgently requesting reinforcements. Apparently, they've come under heavy attack."

Obi-Wan suppressed a sign. No rest for the weary. "Right. Let's get on our way then, shall we?"

"Sir!"

_Battle above Kamino, The Invisible Hand_

"Launch all remaining star fighters! Have them assume escort formation! I'm going down." Grievous issued commands across his bridge in his typical, do-it-or-die manner. Standing not far behind him, observing everything closely but issuing no orders of his own, stood Count Dooku, who had really only just arrived from Tythe. He payed special attention to the sensor station. Republic reinforcements from Tythe should be arriving soon...

There! With a flicker of light, a second Republic fleet jumped out of hyperspace. This fleet was clearly no fresh, but rather the bruised victors of the battle of Tythe. Despite their battered appearance, however, they clearly planned on making a fight of things. Nearly the instant they fully re-entered normal space, they deployed a swarm of star fighters to add to the beleaguered defenders numbers. And in that swarm was a Jedi Star Fighter.

"Capture that ship." Dooku order, pointing it out on the displays. "I want Kenobi alive. Do whatever it takes."

On the surface, the battle was going well. The ploy of disguising parts of Trident-class assault cruisers as star ship debris had worked perfectly, and the craft had been easily assembled underwater by Aqua-Droids. Once they were complete, the Kaminoan city of Topica came under assault from above and below. Then the Droids began descending in force.

When Grievous touched down, the battle was already well in hand. With no Jedi present to back them up, the city's Clone Troopers were slowly falling to the Confederacy's vastly superior numbers.

Grievous stepped out of his transport looked over the burning city. Even with the rain, fires raged. "Where are your troops having the most difficulty?" He demanded of the Froissart commander closest to him.

The droid activated a holomap and pointed to a specific section. "A squad of ARC troops have fortified this entrance to the barracks. We have been unable to gain entrance."

He nodded. "Prepare your troops and await my signal. I'll deal with the clones."

_Coruscant orbit_

Snaking sensed the disturbance as soon as he re-entered normal space. A massive, planet-side disturbance. Something was horribly wrong on the Capital planet.

His suspicions were all but confirmed when he was contacted by the Republic cruiser on defence duty. "Identity yourself, Jedi." The voice spat, as though it were dealing with a Separatist instead of a Jedi Knight.

Snaking hadn't been spoken to in such a tone since his days as a slave on Tatooine, and he didn't take kindly to be addressed like that again.

"This is General Skywalker. What's going on?" He snapped letting a little anger leak through his tone.

The Republic cruiser didn't respond. R2 chirped from his place behind the cockpit, reporting two separate facts, neither oh which bode well- the cruiser had just blanched five fighter that were on an intercept course, and the cruiser had powered up its weapons systems. Then he contacted.

"Jedi craft, his majesty Emperor Palpatine has make you an exception to Order 66 and requested your presence at the Senate building. You will allow yourself to be escorted there."

Anakin's anger melted in the face of his confusion. "Order 66?" He asked.

"The execution of all Jedi." The answer was short and without remorse, as though the Jedi deserved their fate. Anakin put everything together right there. The disturbance he felt... it was the Jedi Temple. Under attack. Under orders from the... Emperor? Palpatine.

Anakin's rage returned. Palpatine was the Sith! And he had declared himself Emperor and ordered the execution of the Jedi Order!

"R2, raise shields and power up the weapons." He ordered grimly. He would not rejoice in the taking of life, but it had become necessary.

"Jedi craft, respond. You are charging your weapons. Power down or risk destruction! Jedi craft, respond!"

Anakin deactivated his common unit. "R2, get ready to respond." The droid beeped a steady affirmative.

_Kamino orbit, the brig of the Invisible Hand_

Everything was dark. An annoying ringing filled Obi-Wan's ears. His mind as a blur of confused thoughts and feelings. Calling upon the Force to soothe his mind, he began sorting through the mental mess. The last thing he remembered was his fighter being shot out from under him in a sudden blaze of laser fire...

Where did those shots come from? And how did I survive the experience?

He opened his eyes and looked around. He was in a holding cell much like the one Dooku had held him in on Genonisis, only he was in a room instead of a cave.

A door opened behind him, and his captor entered the room. Slowly, he rotated to face him.

"Dooku."

"Master Kenobi. Welcome aboard the Invisible Hand." Dooku said with a pleasant smile.

Obi-Wan made a point of looking around the room. "Nice accommodations."

"I apologize, my friend. I did not arrange them." He waved his hand, and the status field holding Obi-Wan deactivated, dropping him on the floor. He managed to land on his feet- barely.

Dooku held out Obi-Wan's lightsaber to him. "I believe that you'll be wanting this, as well."

Obi-Wan gave him a wry smile. "While you're being so helpful, why don't you deactivate the droids, disband the Confederacy, and then turn yourself over to the Republic, as well?"

Dooku grew somber. "I do not believe that would be wise, my friend, as I am the Galaxy's last hope now."

Obi-Wan narrowed his eyes. "What are you talking about, Dooku?"

Dooku handed Obi-Wan his lightsaber, then turned and began walking down the hall, motioning for Obi-Wan to follow. The display of trust unsettled Obi-Wan, but it also make him curious. So he clipped his lightsaber go his belt and followed Dooku.

_Coruscant, Senator Padme Amedala's apartment_

C-3PO had never felt so helpless. His mistress, Senator Amedala, had spent a great deal of the day either in or on the verge of tears. Indeed, she had been building up to such a breakdown for nearly a month now, when the rumors of Master Anakin's death had began to circulate. Then she learned of her pregnancy, followed by Order 66, still with no word from Master Anakin, and Palpatine's announcement of the reorganization of the Republic into the first Galactic Empire... well, it was all proving too much for her. C-3PO feared that her condition would only worsen if they didn't hear something soon... and there was nothing he could do about it! It was miserable.

Then they received a call on Mistress Padme's private line. Padme waved her hand, signaling that 3PO should take the call and tell whoever it was that she was unavailable. 3PO had every intention of doing just that- until he actually answered the call, anyway.

"3PO! Where's Padme? I need to speak with her!" The figure on the transmission was Anakin!

"Oh, Master Anakin, I am positively delighted to see you alive!" 3PO exclaimed, feeling more overjoyed then he suspected most droids were capable of.

Padme's head jerked up. "Anakin?" She moved as quickly as she could over to the holoprojector, hardly daring to believe it was him. "You're alive!"

"Yes, and I'm coming to get you. Pack your things, we can't stay on Coruscant."

_Kaminoan orbit, the bridge of the Invisible Hand_

Dooku activated the bridge's holoprojector, filling the primary view port with images of the Chancellor's latest speech. Obi-Wan eyes widened with horror as it progressed.

"The Jedi threat has been expunged, and the Republic is secure! Though the Shadow of the Confederacy still looms large, rest assured that we WILL win this war! And to ensure our continued security and prosperity, the Republic will be reorganization into the first Galactic Empire!" He ended his speech with dramatic flare to thunderous applause, and Dooku shut off the holoprojector.

Dooku looked mournfully at Obi-Wan. "Do you see, my friend? It is exactly what I warned you of at Geonosis, before this war began. Do you remember?"

Obi-Wan did remember. Dooku hadn't been lying. He truly had recognized the threat, as well as the Jedi's inability to counter the threat, and so did the only thing he could. He left.

He looked, in a state of disbelief, at Dooku. "So the Jedi...?"

"All dead, my friend. Beyond the Emperor, we are likely the last truly Force sensitive beings in the Galaxy." Obi-Wan looked down, thoughtful, and Dooku pressed forward. "I once again offer you my hand in friendship, Master Kenobi. Think of what we could do together! Together, we could bring peace to the Galaxy and destroy the Sith!"

Obi-Wan looked up into the eyes of Dooku, and somehow hoped he wouldn't live long enough to regret the choice he was about to make.


	3. Chapter 3: The New Order

**Chapter Three: The New Order**

(Author's note: From now on I'll be adding a date to each segment of my stories as well as a location. However, I will not be using the BBY/ABY system typical of the Star Wars Universe. I will instead be using a dating system more in line with my AU- that of BBC (Before Battle of Coruscant) and ABC (After Battle of Coruscant). The Clone Wars will now be referred to as the Droid Wars, and they now end a year later, in what would have been 18 BBY, now the year 0 BBC.)

_Confederate Space, secret production facility for the Death Star Tyranus, 0 BBC_

Obi-Wan stalked through the near-empty corridors of the construction station, trying to fight off the anger that had steadily grown in him since Order 66 had been issued and his life destroyed. He had accepted Dooku's hand in friendship and even began listening to his teachings, but he hadn't yet found it within himself to betray his Jedi upbringing. Despite Dooku's insistence that it was not a betrayal, but an enlightening, Obi-Wan still didn't quite buy it. He had joined the count out of necessity, not out of a desire to "broaden his horizons", as Dooku called it.

"Do not deny your feelings, my friend." Dooku had often said over the past year. "Passion is the truest source of power. The Jedi's largest and most obvious failings was the paradox of encouraging their disciples to listen to what their feelings told them while at the same time suppressing those same feelings." Here he would shake his head sadly. "Feelings are what separate us from the Droids we create. Feeling, and the Force. Remove feeling, and you remove half of what it means to be alive."

It made sense, in a way, and Obi-Wan was forced to reflect on his all-too-brief relationship with Satine, the Duchess of Mandalore. If not for that instance, Obi-Wan would have dismissed Dooku outright. But he found that he couldn't, and was asking himself more and more often if the count was right. What would it be like to embrace emotions? To thrive off of feeling? The Sith used their anger, but anger wasn't the only emotion out there. Perhaps the count _is_ right... a broader view of the Force, beyond that which the Jedi knew, could be used without corruption, if the right emotions were used. Love, for instance. Hope. Joy. Positive emotions, and likely every bit as powerful as those which the Sith were known for using...

Obi-Wan shook his head, trying to clear his mind. He would not betray Qui-Gon Jinn's memory like that. He couldn't.

Never mind. He was at the meeting room Dooku had summoned him to. The doors slid open and he entered, glancing about at his did. Something about this room felt odd... he scanned the faces around him. Grievous was there, watching Obi-Wan with cautious eyes. He still wasn't fond of Kenobi, but the two had a understanding of one another and left it at that. Dooku sat at the head of the table, as always, and favored Obi-Wan with a nod. And then there was... Ventress!

Obi-Wan paused in the doorway, eyes locked on the assassin and rival. He hadn't realized that she was still working for Dooku- all news regarding her had been carefully steered away from him, and he hadn't seen her since joining the Confederacy.

Ventress was equally surprised, but handled her surprise with less grace. "Kenobi!" She hissed, hands flying to her waist and body tensing. Obi-Wan followed suit, glancing for a split second at Dooku before looking back to his potential opposite.

"Ah, Ventress. Good to see you." He said easily, walking fully into the room and forcing his body to relax. They were on the same side now, whether he liked it or not, and as such he would not attack her. Grievous crossed his arms and watched, clearly hoping they would duel. As he wasn't particularly fond of either of them, it wasn't hard to guess why.

Dooku, however, did not appear so eager for a conflict. He stood and raised a hand. "Now, now, there is no need for violence. Stand down, each of you." Obi-Wan's hand left his lightsaber hilt and he sat down easily, appearing calm but still wary of an attack. He raised his eyebrows at Ventress, who also relented, though with far more reluctance. Dooku nodded. "Good. I cannot have my apprentices at each other's throats before this, the most critical operation of the war."

Both Obi-Wan and Ventress' head's snapped around at that, though for different reasons.

"I'm your apprentice!" Ventress screeched, seething. "Not this Jedi!"

"Ex-Jedi." Obi-Wan corrected a little sharper then he had intended. Such slip-ups were becoming alarmingly common. "What's this critical operation you're talking about, Dooku?"

Dooku gave them both a hard stare. "You are both my apprentices now, as I have decided that you both merit training and I am the only one who can train you."

Ventress was appalled. "But... but master...! The Rule of Two-"

"-Is obsolete." He finished for her with another glare. "As for the operation, it is the taking of Coruscant and the ending of this war."

Obi-Wan looked at Dooku for a moment. He was abandoning the Rule of Two... a Sith code laid down ages ago by Darth Bane. What's more, he was breaking an aspect of the Jedi code by taking more then one apprentice at a time. Perhaps he really was neither Jedi nor Sith...

Grievous spoke up then. "Coruscant's defenders are weak and few. With our capture of Kamino, their army has grown increasingly small- we now outnumber the pathetic Clone army one hundred to one. And with our new combat programing, we have an army unmatched in the entire galaxy. The taking of Coruscant will break the Republic's feeble back." He finished, making a large fist for emphasis.

Dooku now spoke up. "But only if Emperor Palpatine is captured or killed during the attack. That is where you come in, Kenobi." He said, directing his full attention to Obi-Wan. "While the attack progresses, it will be our job to infiltrate the Emperor's palace and either capture or kill him. Only then will we truly succeed and bring peace to the galaxy."

Obi-Wan stole a glance at Ventress, who looked shocked, angry, and confused. "But, Master... what about-"

"-You?" Dooku interrupted, once again finishing her sentience for her. He looked over at regarded her calmly. "You will be undertaking a job of equal importance. The Emperor has the plans to a space station of enormous power locked in his vaults. It is your job to penetrate the vaults and retrieve those plans." Ventress glowered at the assignment, but did not dare argue.

"As you wish... Master."

"Then we are finished here. General, prepare the fleet." Everyone stood, and Grievous, Ventress and Obi-Wan began heading for the door. "Master Kenobi... a moment."

Obi-Wan paused at the door and turned half way around, ignoring the withering glare Ventress was giving him. "Yes, Count?"

Dooku folded his hands in front of him and gave Obi-Wan a long, measuring look. "I sense that you are troubled. Why?"

Obi-Wan turned fully to face Dooku. "Well I was wondering why I wasn't aware of Ventress' involvement in our..." He stopped and grimaced slightly, the fact that he had nearly called the Confederacy his cause lingering like a bad taste. "... In the Confederacy. Or as your apprentice."

Dooku waved a hand dismissively. "She serves us because I find her talents useful. I have taken her on as an apprentice to pacify her. And you were not told because you did not need to be told. You, my friend, are my true apprentice. It is in your hands that I shall leave the Confederacy when my time finally comes. You are far more powerful then she will ever be."

Obi-Wan hesitated, unsure of what to make of this little speech. He didn't sense any blatant deception coming from Dooku... could he actually be telling the truth? Or was he simply trying to pacify Obi-Wan as well? Obi-Wan found it difficult to say.

Dooku rounded the table then and headed for the door, motioning for Obi-Wan to follow him. "Come, my friend. We have much to do before we face the Emperor."

_Coruscant, just outside the Imperial Palace, 0 BBC_

The shuttle landed with the soft thump of hydraulics and lowered the exit ramp almost immediately afterwards. Obi-Wan, Dooku, Ventress, and two squads of the experimental Hunter Droids- upgraded versions of the MagnaGuard, specifically designed for powerful foes that the regular Battle Droid, or even Commando Droid, couldn't handle- all exited from the shuttle and went their separate ways without a word. Lightsabers ignited, Dooku and Kenobi advanced on the Imperial Palace, easily deflecting the hail of blaster bolts fired at them from the palace defenders. Above them, the battle raged on, Clone ARC-170's trying desperately to match and outfight the overwhelming numbers of Droid starfighters and tri-fighters. It was a hopeless battle- anyone could see it. But still they battled on.

Around them, Coruscant burned. With their orbital defences all but demolished, more and more landing craft were making it to the surface of the planet, unloading hundreds upon hundreds of Battle Droids of all classes- B1, Super, Spider, Tank, Destroyer, and many more. There simply weren't enough defenders to hold them all off... indeed, though the battle was mere hours old, most of the planet had already fallen.

Obi-Wan finished off the last of the security outside the palace and paused a moment, gaze drifting over to where the ruins of the Jedi Temple could be spotted. That hadn't been their doing... the Temple was destroyed before they even began their attack. Undoubtedly the work of the new emperor. _Anakin... I'm sorry, old friend._ He briefly raised his lightsaber in a salute towards what was left of the Jedi Temple. Then, his respects payed, he moved on. There was nothing more to be done out here.

Once inside, he, Dooku and their Droid squadrons were forced to battle their way through the maze of the Imperial Palace in order to make it to the Throne Room. The Hunter Droids proved their worth, taking multiple shots without faltering and wielding their vibro-blades with a proficiency that made Obi-Wan shiver, just slightly. He had fought a lot of droids over the three years before the fall of the Republic, but nothing like those. And he was glad of it.

The farther into the palace they went, the less actual security they met up with. More and more it became automated systems that offered no challenge at all. And then they were there. A massive door, obviously to the throne room, protected by a ray shield. Obi-Wan disengaged his lightsaber.

"Well that's no good. We can't slice through a ray shield." He paused, looking along the hall for any sign of a power node that could be used to deactivate the shield. "There's got to be a way to shut it off around here somewhere..." But there was no such luck... none obvious, anyway. The walls of the hallway were smooth and polished, giving no hint as to where the day shield was getting its power.

Dooku watched Obi-Wan for a moment, then turned to the day shield. Lifting a hand, he unleashed a torrent of Force Lighting, targeting the places where the shield met the wall. Within seconds, he had found what he was looking for, deactivated the shield, and opened the door, reveling darkness beyond. Dooku then turned and looked at Obi-Wan, face impassive. "There is always a direct path through the Force, Master Kenobi. Remember that."

"A most excellent lesson, my _friend_." Interrupted the unmistakable voice of Emperor Palpatine, dripping with sarcasm at that last word. "One of mine, undoubtedly. A pity I wasted so much time on you." The voice held malice, contempt, and a definite edge of power. Dooku and Obi-Wan turned as one to face the door, lightsabers in guard position, and were just in time to met with Sith Lightning. The Droids were destroyed instantly, and Obi-Wan grunted under the sudden assault, staggering backwards several steps and marveling at the power being directed at him. Dooku seemed to handle the attack a little better then Obi-Wan did, catching it all on his blade and holding his ground. But neither could advance.

Then the Lightning attacked stopped, and the Emperor flew out of the darkened throne room with a howl, crimson blade whirling dangerously. The brunt of his attack was focused towards Dooku, who barely managed to hold his own against the skilled Sith Lord, but Obi-Wan was close enough to feel the Emperor's wrath. As a master of several distinct forms of lightsaber combat, Obi-Wan was more than a match for most anyone or anything in the galaxy, but he found that within the first ten seconds of his engagement with Darth Sidious, his considerable skill was sorely taxed. Even with the experience of Dooku working along side him, Obi-Wan was suddenly doubtful that they could overcome the Sith.

Both Dooku and Obi-Wan were forced into quickly giving ground to the furious assault, barely holding their own against the deadly blade of the Emperor. He left no opening for them to exploit, and pushed them so thoroughly on the defensive as to not even need worry about defence. It was all the suddenly beleaguered Count and Ex-Jedi could do to simply stay together.

They were forced back down the hall they had only just come from and into a much larger room, and there the battle became even more desperate, for now Sidious had room to maneuver. Jumping and spinning so quickly that he seemed to attack from all sides at once, Dooku and Obi-Wan only survived by quickly assuming a back-to-back fighting style, and while the move saved their lives, it also made it impossible to launch any sort of counter attack. They were stranded in a sea of lightsaber blows, and both knew that they only had so long before their defences slipped. And only slip would spell death for them both.

Suddenly, with two lightsaber moves that were both precise and rapid, Sidious drove Dooku and Obi-Wan apart, then redoubled his attack against Obi-Wan. The battle quickly went from desperate to brushing with death, and the Sith blade grew closer to penetrating Kenobi's defences with every strike. Then it happened. Obi-Wan's lightsaber was a fraction of a second slower then Sidious', and he couldn't complete his evasion before the lightsaber came into contact with skin.

In a single sweep, Palpatine robbed Obi-Wan of both of his legs.

The pain was excruciating, causing Obi-Wan to cry out and lose his grip on his lightsaber. If not for a sudden Force Attack from Dooku, Obi-Wan would have died right then and there. But he didn't, even if the escape had only been temporary. For as soon as Sidious turned his full attention to Dooku, anyone could see that the Count would not last much longer.

Then, with a screech like a banshee, Asajj Ventress flew into the room and added her twin blades to Dooku's. The sudden appearance of a third duelist surprised Sidious, who had been so focused on Dooku and Kenobi he had failed to take note of Ventress' approach. It caused his guard to falter, just slightly, but it was enough for Dooku to launch a devastating Force Lightning attack. Sidious spun to meet this new threat and managed to absorb most of it, but in doing so he had left Ventress with enough of an opening to strike. And she only needed to strike once.

With a brilliant flash of Force Energy, the Emperor died.

Dooku stood there a moment, catching his breath. His tunic showed signs of his recent struggle- numerous cuts and burn marks from near-cuts, and drenched with sweat- but his face was as impassive as always. He did, however, offer Ventress a brief lightsaber salute before getting down to business. "Do you have the plans, child?"

She knelt before him and offered up a holo-transmitter. "Here, Master. As you requested."

Dooku took them and activated it, revealing an image of a spherical battle-station with a small disk imprint. He nodded. "You have down well, my apprentice. Now, the galaxy is safe."

_The Lake County, Naboo, 0 ABC_

Anakin Skywalker stood on the patio to the lakeside house that he now called home. Leaning on the railing, closing his eyes, and taking a deep breath, he allowed the peace of the moment to sooth his nerves and let his mind wander.

His reprieve was disturbed by another presence stepping out onto the balcony behind him. He opened his eyes enough to see Padmé stepping out to join him. He smiled and turned to face her.

"Luke and Leia are down for their nap." She said as she walked up to join him by the railing. "That means we have at least an hour of peace before they wake back up."

Anakin laughed. "I think fighting the Separatist was easier then keeping up with those two." He said, shaking his head a little as he did so. Padmé joined him in his laughter, but it was short lived, as the comment brought to mind the fate of the Republic. Anakin turned to face the lake again. "Sooner or later, I'm going to have to do something. I can't just hide here while the rest of the galaxy suffers under Dooku's heel."

Padmé moved closer and placed a hand on his arm. "Don't say that yet. We don't know what kind of government the Confederacy will be... maybe they'll solve the problems that the Republic faced. Maybe this is a good thing."

Anakin just shook his head. "You're just saying that because you don't want me to leave. Dooku is a Sith Lord! How could a Sith Lord in power be a good thing?" Padmé was silent, and Anakin let out a sigh. "I don't want to leave you, or Luke, or Leia. If I had my way, I'd stay here forever, and just forget about the Confederacy, about Dooku, about everything." He paused, clearly considering how good that option sounded. "But... I'm a Jedi. Maybe the last of the Jedi. I have a responsibility to the galaxy to make things right."

Again, Padmé said nothing. What could she say? He was right, though she hated to admit it, and nothing could change that fact. She could only support him, as she had always done, as best as possible.

For a long moment, they just stood there together, contemplating the future. The moment ended when C-3PO hurried onto the balcony. "Master Anakin, Mistress Padmé! We are receiving an urgent transmission from Senator Organa!"

Anakin and Padmé exchanged a glanced and hurried inside. Bail Organa was one of a very select group of people who knew of Anakin's survival of Order 66, as well as his location and how to contact him securely via an encrypted holo-channel designed for the very purpose of secure communication. The message Bail sent was simply- "Check the Holonet". Growing concerned, they did.

Anakin's face paled.

There was Dooku, announcing the fall of Coruscant and the death of Emperor Palpatine. On his left stood Asajj Ventress, arms crossed and scowling, and on his right... Obi-Wan! Yet, it wasn't Obi-Wan. This Obi-Wan was dressed in dark robes befitting a Dark Jedi, or a Sith. And he had robot legs, not unlike those of General Grievous. And he looked... angry.

"Master..."

_The Executioner, personal dreadnought of Lord Kenobi, Confederate Space, 1 ABC_

Obi-Wan Kenobi, Lord of the Confederacy, second only in power to Count Dooku himself, stalked down the hallways of his personal dreadnought, black cloak billowing behind him. With every step he took, a metallic _clank_ rose from the floor, curtsy of his new legs and feet. His new _mechanical_ legs and feet. The ones that now made him a _cyborg_, and therefore less perceptive of the Living Force.

Oh, how he hated them.

Kenobi no longer fought the feelings of anger and hate that so constantly flowed through him now. They offered power, and power was all that was left to him now. Power, which lead to the Dark Side. But Kenobi did not care. If it meant that he was now a Sith, so be it. He would revel in his new found power and all that it gave him access to. He was no longer afraid of the Dark Side. He even had a Sith name now... Vader... but he still preferred to go by Lord Kenobi.

He entered his private Meditation Chamber, only to find that it was not as private as it usually was. He could sense a additional presence in the room... apparently, had a unexpected visitor. Though not entirely an unwelcome one.

"Greeting, Kenobi." The slightly raspy, yet surprisingly appealing voice of Asajj Ventress slithered out from the shadows around the edge of the room. Slowly, she stepping into the light and offered Kenobi a sly smile that clearly spoke of an impending offer of some sort.

He merely inclined his head towards her, stepping fully into the room so that the door would slide shut behind him. If she had something to say, she had better say it. Even with her, his patience was limited these days.

"I have a... proposition for you. Regarding Dooku."

Kenobi raised an eyebrow, now more interested then before. "I'm listening."


End file.
